DIRECTOR COMPENSATION
The following table shows for the fiscal year ended December 31, 2019 certain information with respect to the compensation of all non-employee directors of the Company.
Name
|
|
|
Fees Earned or
Paid in Cash ($)
|
|
|
Stock
Awards ($)
|
|
|
Option
Awards ($)(1)
|
|
|
Total ($)
|
|
Michael G. Bator
|
|
|
|
$
|
41,000
|
|
|
|
|
|
—
|
|
|
|
|
|
109,950(2)
|
|
|
|
|
$
|
150,950
|
|
|
Edward R. Jones, MD, MBA
|
|
|
|
$
|
47,000
|
|
|
|
|
|
—
|
|
|
|
|
|
109,950(3)
|
|
|
|
|
$
|
156,950
|
|
|
Al W. Kraus
|
|
|
|
$
|
92,000
|
|
|
|
|
|
—
|
|
|
|
|
|
219,000(4)
|
|
|
|
|
$
|
311,000
|
|
|
Alan D. Sobel, CPA
|
|
|
|
$
|
59,000
|
|
|
|
|
|
—
|
|
|
|
|
|
109,000(5)
|
|
|
|
|
$
|
168,000
|
|
|
(1)
The value of option awards granted to directors is based upon the grant date fair value of awards calculated in accordance with ASC Topic 718. The fair value of each stock option was estimated using the Black Scholes pricing model which takes into account as of the grant date the exercise price (ranging from $3.84 to $8.25 per share in 2019) and expected life of the stock option (10 years in 2019), the current price of the underlying stock and its expected volatility (ranging from 61.9 to 74.3 percent in 2019), expected dividends (-0- percent) on the stock and the risk free interest rate (1.40 to 2.61 percent) for the term of the stock option. In addition, the Company recognizes forfeitures as they occur. The intrinsic value is calculated at the difference between the market value as of December 31, 2019 of $3.85 and the exercise price of the shares.
(2)
In connection with his service as a director in 2019, we issued Mr. Bator options to purchase 15,000 shares of our Common Stock at an exercise price of $7.33 per share, which were granted on July 22, 2019 and expire on July 22, 2029. One quarter of these options vested on March 31, 2019, one quarter vested on June 30, 2019, one quarter vested on September 30, 2019 and one quarter vested on December 31, 2019.
(3)
In connection with his service as a director in 2019 we issued Dr. Jones options to purchase 15,000 shares of our Common Stock at an exercise price of $7.33 per share, which were granted on July 22, 2019 and expire on July 22, 2029. One quarter of these options vested on March 31, 2019, one quarter vested on June 30, 2019, one quarter vested on September 30, 2019 and one quarter vested on December 31, 2019.
(4)
In connection with Mr. Kraus’ service as a director in 2019 we issued options to purchase 30,000 shares of our Common Stock at an exercise price of $7.33 per share, which were granted on July 22, 2019 and expire on July 22, 2029. One quarter of these options vested on March 31, 2019, one quarter vested on June 30, 2019, one quarter vested on September 30, 2019 and one quarter vested on December 31, 2019.
(5)
In connection with his service as a director in 2019 we issued Mr. Sobel options to purchase 15,000 shares of our Common Stock at an exercise price of $7.33 per share, which were granted on July 22, 2019 and expire on July 22, 2029. One quarter of these options vested on March 31, 2019, one quarter vested on June 30, 2019, one quarter vested on September 30, 2019 and one quarter vested on December 31, 2019.
In early 2019, the Board approved a new fee schedule for its members which became effective January 1, 2019. Pursuant to the revised fee schedule, the Chairman of the Board is entitled to an annual retainer of $70,000 and each non-employee Board member is entitled to an annual retainer of $35,000. Each member of the Audit Committee and Nominating and Corporate Governance Committee is entitled to an additional $12,000 per year, and each member of the Compensation Committee is entitled to an additional $6,000 per year. The Chairmen of the Audit Committee and the Nominating and Corporate Governance Committee are entitled to an additional $24,000 per year and the Chairman of the Compensation Committee is entitled to an additional $10,000 per year. In addition, each of our directors is eligible to receive reimbursement for actual out-of-pocket expenses incurred by them in connection with their attendance at meetings of the Board and Board committees and an annual equity grant.
On February 28, 2020 the Board granted options to purchase 30,000, 15,000, 15,000 and 15,000 shares of commons stock at an exercise price of $6.03 to each Mr. Kraus, Mr. Bator, Dr. Jones and Mr. Sobel,